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Corporate governance and regulation

We believe that a well-informed client is the foundation of successful cooperation. This is why we openly share all important information in accordance with current legislation. Our goal is not only to comply with legal requirements, but also to actively promote customer awareness of sustainable and socially responsible investment options. Together, we can contribute to a better future and ensure that our decisions have a long-term positive impact.

Sustainability information in the financial services sector

 

Dear Clients,

Please familiarise yourself with the information published by UniCredit Bank in accordance with Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related information disclosure requirements for financial services (the “Regulation”).

The Regulation aims to enhance end-user awareness and promote sustainable, socially responsible investment, and investment that promotes good corporate governance.

Transparency towards investors is a key feature of the Regulation. This involves harmonising the conditions for providing information to end investors in individual Member States. In particular, the European Union wants to provide companies with a framework within which they can offer a wide range of products while complying with sustainable financing rules.

 

Related agreements implementing ESG policies

On 25 September 2015, the United Nations General Meeting adopted a new global framework for sustainable development: “Agenda 2030”, based on the Sustainable Development Goals. The transition to a low-carbon and more sustainable circular economy with efficient use of resources, in line with the Sustainable Development Goals, is key to ensuring the long-term competitiveness of the Union's economy. 

The Paris Agreement, adopted under the United Nations Framework Convention on Climate Change, which entered into force on 4 November 2016, aims to strengthen the response to climate change, including by aligning financial flows with low-carbon and climate-resilient development.

The EU has committed to achieving climate neutrality by 2050. Achieving this goal will involve transforming European society and the economy in a way that is cost-effective, fair and socially balanced. In this context, the Commission presented in 2019 a communication on the European Green Deal, which is to be the EU's new growth strategy, aiming to transform the Union into a climate-neutral, fair and prosperous society with a modern, resource-efficient and competitive economy. Among other things, financial flows need to be redirected towards sustainable investments.

 

In accordance with the Regulation, UniCredit Bank hereby publishes information on the integration of ESG practices into the investment and insurance advice it provides.

 

Policy on integrating sustainability risks – valid from 5 November 2021

  • Reason for update: Addition of a link to the UniCredit Group's remuneration policy

Statement on principal adverse impacts of investment and insurance advice on sustainability factors – valid from 30 June 2023

  • Reason for update: Amendment of the document in accordance with Commission Delegated Regulation (EU) 2022/1288

 

Archive

Statement on adverse impacts on sustainability factors – valid from 10 March 2021 (PDF)

Policy on integrating sustainability risks  – valid from 10 March 2021 (PDF)

Environmentally sustainable economic activities

 

Taxonomy is a shortened and established name for Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment and amending Regulation (EU) 2019/2088.

To achieve its objective of becoming a climate-neutral, fair and prosperous society with a modern, resource-efficient and competitive economy, the European Union needs to redirect financial flows towards sustainable investments.

The financial sector should shift towards green investments to support the transition of the European economy to net-zero emissions. Companies' access to finance will determine the extent to which their activities are aligned with the Taxonomy of Sustainable Investments.

Taxonomy defines the criteria that economic activities must meet to be considered environmentally sustainable.

 

For the purposes of determining the extent to which an investment is environmentally sustainable, an economic activity shall qualify as environmentally sustainable if that economic activity:

Číslo 1contributes significantly to one or more environmental objectives set out in the Taxonomy,

Číslo 1does not significantly harm any of the environmental objectives set out in the Taxonomy,

Číslo 1is carried out in accordance with the minimum guarantees set out in the Taxonomy,

Číslo 1meets the technical screening criteria established by the European Commission.

 

The taxonomy sets out the following environmental objectives:e:

Číslo 1climate change mitigation

Číslo 1climate change adaptation

Číslo 1sustainable use and protection of water and marine resources

Číslo 1transition to a circular economy

Číslo 1pollution prevention and reduction

Číslo 1protection and restoration of biodiversity and ecosystems

 

The objective of the Taxonomy is to provide businesses and investment companies with an overview of which activities and sectors the European Union considers to be “green“.

Sustainability in investment services 

 

The financial world has undergone significant changes and shifts in values in recent years. In addition to performance, investors now also attach importance to the environmental, social and ethical impact of investments themselves. 

To enable investors to make sufficiently informed decisions and to identify and compare sustainable products more easily, the European Union.
 

Číslo 1adopted an action plan for sustainable finance to redirect capital flows towards sustainable investments

Číslo 2implemented various guidelines, regulations and tools towards greater transparency and awareness in the area of sustainability

Číslo 3committed to sustainable goals and to increasing its responsibility in the area of ESG.

 

Due to the growing ESG trend, the European Union has amended regulations in the area of investment services (MiFID regulatory framework):

  • Commission Delegated Regulation (EU) 2021/1253 of 21 April 2021 amending Delegated Regulation (EU) 2017/565 as regards the integration of sustainability factors and sustainability-related risks and preferences into certain organisational requirements and operating conditions for investment firms

  • Commission Delegated Directive (EU) 2021/1269 of 21 April 2021 amending Delegated Directive (EU) 2017/593 as regards the integration of sustainability factors into product governance obligations

 

The intention is to expand the information obtained from clients to include their preferences in the area of sustainability.

When providing investment advice, the Bank will also take into account sustainability preferences, if any, when assessing suitability.

Similarly, when managing products, i.e., when determining the target market, the Bank will take into account the client's preferences in terms of sustainability.

If the client does not declare any preferences in the area of sustainability, the Bank will be able to offer or recommend financial instruments to the client without taking into account sustainability characteristics and features.

 

Číslo 1Sustainable investments

Investment in economic activities that contribute to environmental objectives, such as investments measured, e.g., by key indicators for resource efficiency in terms of energy use, energy from renewable sources, raw materials, water and land, waste production, greenhouse gas emissions, or indicators of its impact on biodiversity and the circular economy, or investment in economic activities that contribute to social objectives, in particular investment that contributes to addressing inequalities, or investment that promotes social cohesion, social inclusion and labour relations, or investment in human capital or economically or socially disadvantaged communities, provided that such investments do not significantly harm any of the objectives and societies in which the investments are made, and comply with good governance practices, in particular with regard to sound management structures, relations with employees, remuneration of relevant employees and compliance with tax regulations

 

Číslo 2Sustainability factors

Environmental, social and employee issues, respect for human rights, and anti-corruption and anti-bribery issues 
 

Číslo 2Sustainability risk

An event or situation in the environmental, social or governance area which, if it occurred, would have a real or potential significant adverse impact on the value of the investment. 

 

Číslo 3Sustainability preferences

The choice of the customer or potential customer as to whether, and if so to what extent, one or more of these financial instruments should be incorporated into their investment:

  • a financial instrument for which the customer or potential customer specifies that a minimum proportion is invested in environmentally sustainable investments within the meaning of the Taxonomy,
  • a financial instrument for which the customer or potential customer specifies that a minimum proportion is invested in sustainable investments,
  • a financial instrument that takes into account the main adverse impacts on sustainability factors, with qualitative or quantitative elements demonstrating the consideration taken being determined by the customer or potential customer

 

 

Sustainability in insurance

 

As with investments, the EU has also updated regulations on the distribution of insurance-based investment products:

  • Commission Delegated Regulation (EU) 2021/1253 of 21 April 2021 amending Delegated Regulations (EU) 2017/2358 and (EU) 2017/2359 as regards the integration of sustainability factors and sustainability-related risks and preferences into the product oversight and governance requirements for insurance undertakings and insurance distributors and into the rules for the conduct of business and investment advice for insurance products with investment components

 

The intention is to expand the information obtained from clients to include their preferences in the area of sustainability.

When providing insurance advice, the Bank will also take sustainability preferences into account when assessing suitability, if the client has any.

Similarly, when managing products, i.e., when determining the target market, the Bank will take into account the client's preferences in terms of sustainability.

If the client does not declare any preferences in the area of sustainability, the Bank will be able to offer or recommend financial instruments to the client without taking into account sustainability characteristics and features.

 

Číslo 1Sustainable investments

Investment in economic activities that contribute to environmental objectives, such as investment measured, for example, by key indicators for resource efficiency in terms of energy use, energy from renewable sources, raw materials, water and land, waste production, greenhouse gas emissions, or indicators of its impact on biodiversity and the circular economy, or investment in economic activities that contribute to social objectives, in particular, investment that contributes to addressing inequality, or investment that promotes social cohesion, social integration and labour relations, or investment in human capital or economically or socially disadvantaged communities, provided that such investments do not significantly harm any of the objectives mentioned above and that the companies in which the investments are made comply with sound management and governance practices, in particular with regard to sound management structures, relations with employees, remuneration of relevant employees and compliance with tax regulations

 

Číslo 2Sustainability factors

Environmental, social and employee issues, respect for human rights, and anti-corruption and anti-bribery issues 

 

Číslo 2Sustainability risks

An event or situation in the environmental, social or governance area which, if it occurred, would have a real or potential significant adverse impact on the value of the investment. 

 

Číslo 3Sustainability preferences

The choice of the customer or potential customer as to whether, and if so to what extent, one or more of these financial products should be included in their investment:

  • insurance product with an investment component where the customer or potential customer specifies that a minimum proportion is invested in environmentally sustainable investments within the meaning of the Taxonomy,
  • insurance product with an investment component where the customer or potential customer specifies that a minimum proportion is to be invested in sustainable investments,
  • insurance product with an investment component that takes into account the main adverse impacts on sustainability factors, with the qualitative or quantitative elements demonstrating such consideration being determined by the customer or potential customer.

UniCredit Bank Czech Republic and Slovakia, a.s. applies a zerotolerance policy towards corruption. The Bank will not tolerate any involvement of its employees or third parties in any relationship with the Bank in corrupt practices, whether direct or indirect.

Complete anti-corruption rules

Customer identification and prevention of money laundering

We hope for mutual understanding, cooperation and trust in fulfilling the requirements imposed on the Bank by law and by the ČNB Decree, which set out the framework for mutually successful conduct.

Information for clients on identification and verification

When providing services, the Bank applies internal principles, procedures and control measures to combat money laundering and terrorist financing, which are based on legislation:

  • Act No. 21/1992 Coll., on Banks (this Act lays down the conditions for the performance of banking activities and imposes an obligation on banks to inform each other of facts relating to clients for the purpose of preventing and detecting unlawful conduct)
  • Act No. 253/2008 Coll., on selected measures against the legitimisation of proceeds of crime and the financing of terrorism, as amended
  • Act No. 69/2006 Coll., on the implementation of international sanctions, as amended
  • Act No. 37/2021 Coll. Act on the Registration of Beneficial Owners
  • ČNB Decree No. 67/2018 Coll., on certain requirements for the system of internal policies, procedures and control measures against money laundering and terrorist financing, as amended

Furthermore, the Bank must fulfil its obligations under international sanctions.

International sanctions are a set of restrictive measures used by the international community (UN, EU) as a tool to maintain or restore international peace and security, protect fundamental human rights and combat terrorism. In this context, the Bank is obliged to comply with restrictions or prohibitions on providing any services to entities subject to international sanctions, entering into transactions with them, including foreign currency transactions, transfers of funds, etc. In such cases, the Bank has the right to refuse to enter into a contractual relationship or to terminate the contractual relationship unilaterally.

The aim of these measures is to prevent and detect the legitimisation of proceeds of crime and terrorist financing. We have selected some of the obligations imposed on us by law which our banker may ask you to fulfil in connection with identification or regular checks.

Client identification

The obligation to identify clients is based on Act No. 253/2008 Coll., Section 7, Identification and verification of clients. Every client who enters into a contractual relationship with the Bank is subject to this obligation to regularly verify the validity and completeness of their data.

Requirements according to entity type:

  • Natural person non-entrepreneur – first name, surname, gender, birth number (if not assigned, then date of birth), place of birth, nationality, permanent or other residence
  • Natural person entrepreneur — identical data as for a natural person not engaged in business + business name, CIN or similar number assigned abroad
  • Legal entity — commercial company or name (including any distinguishing addendum or additional designation), registered office, identification number or similar number assigned abroad. For persons who are statutory bodies or members thereof and act on behalf of the client in a given transaction, the same information as for natural persons shall be provided

Except for exceptions defined by law, identification must take place in the physical presence of the client, with the natural person presenting an identity document and the legal entity presenting a document proving its existence. The Bank is authorised to make copies of documents presented during identification. The Bank will only make a copy of an identity document with the consent of its holder; if consent is not given, the Bank will copy the data onto the Identification Card/cash document.

Client verification

The Bank is obliged to verify client data in accordance with Act No. 253/2008 Coll., Section 9, Client verification for the purpose of obtaining information necessary for assessing the potential risk of money laundering.

Depending on the type of entity, the Bank is required to verify the client to the extent specified below and in relation to the intended transaction. This verification includes information on:

  • The purpose and intended nature of the business relationship
  • Information on the source of funds to which the transaction or business relationship relates
  • Complete ownership and management structure, including identification of the actual owner(s), i.e., the natural person who exercises actual or legal control over a legal entity or trust fund (with an influence of 25.0% or more / in some cases, for a more detailed assessment, with an influence of 10.0% or more)
  • Ongoing monitoring of the development of the business relationship and verification that the information provided about the client's activities is accurate

In accordance with applicable legislation, the Bank is entitled at any time during the term of the contractual relationship with the client to request the client to submit any documents or information it requires, in particular proof of the origin of funds transferred to the client's account, the source of the client's assets, documents proving the client's creditworthiness and liabilities or its credibility.

Non-completion of a transaction

Pursuant to Act No. 253/2008 Coll. Sec. 15 on selected measures against the legitimisation of proceeds of crime and financing of terrorism, the bank has the right to refuse to execute a transaction, establish a new business relationship or terminate a business relationship in the following cases:

  • The client does not cooperate in identification or regarding a specific transaction
  • The client refuses to cooperate during the inspection
  • The bank has doubts about the credibility of the documents provided / authenticity of the documents

The Bank shall not conduct business with politically exposed persons, even within the framework of a business relationship, if it does not know the origin of the funds or other assets used in the transaction.

Beneficial owner

The definition of beneficial owner is based on Act No. 37/2021 Coll., Sections 2, 3, 4 and 5 on the registration of beneficial owners:

2) The beneficial owner is any natural person who is the final beneficiary or person with ultimate control.

Section 3)

  • The final beneficiary of a legal entity is any person who may directly or indirectly obtain more than 25% of the total property benefit generated by the activities or liquidation of the legal entity and does not pass on this benefit; it is assumed that the benefit is not passed on.
  • The final beneficiary of a business corporation is any person who has a direct or indirect right to a share of the profits, other own resources or liquidation balance of the business corporation (hereinafter referred to as ‘share in profits’) greater than 25% and does not transfer this share in profits further; it is assumed that the share in profits is not transferred.

Section 4)

  • A person with ultimate influence in a commercial corporation is any natural person who is a controlling person under the law governing the legal relations of commercial corporations.
  • A person with ultimate influence in a non-commercial corporation and in a housing or social cooperative is considered to be any natural person who is a member of their statutory body.
  • The fact that a natural person is a person with ultimate influence in a corporation is demonstrated by their direct or indirect share in voting rights, which significantly exceeds the shares in voting rights of other persons, in particular, if it exceeds 25%.

Section 5)

  • It applies that every person in the top management of a corporation is its beneficial owner,

- if no beneficial owner can be identified even after all efforts reasonably expected of the registering entity have been made, or

- if the person with ultimate influence in the corporation is a legal entity that does not have a beneficial owner pursuant to Section 7.

  • If the person with ultimate influence in a corporation is a legal entity that does not have a beneficial owner pursuant to Section 7, and at the same time another person is the final beneficiary of the corporation, the beneficial owners of the corporation are each person in the top management of that corporation and each natural person who is its final beneficiary.
  • If the person with ultimate influence is a legal entity whose beneficial owner is determined in accordance with paragraph 1 or 2, each person in its senior management shall also be considered the beneficial owner of all corporations in its subordinate structure.

In addition, pursuant to the AML Act (No. 37/2021 Coll.), the Bank is obliged to verify the data in the Register of Beneficial Owners (the "ESM") against another verified source (e.g.. the Commercial Register / a similar document identifying the beneficial owner). 

In case of any discrepancies between the ESM and the Commercial Register (or similar document), the client is obliged to provide the Bank with a written explanation without undue delay, e.g., by forwarding the request for change to the relevant registry court. 

Consequences in the event of discrepancies between the ESM and the available document(s) may lead to the following: 

  • The client may not exercise voting rights or make decisions
  • A commercial corporation may not pay out a share of profits
  • The client is not entitled to a share of profits

Enhanced customer identification and verification

Within the framework of the so-called Enhanced Customer Identification and Verification, which is regulated by Act No. 253/2008 Coll. Section 9a on selected measures against the legitimisation of proceeds of crime and terrorist financing, Section 9a(3)(f) states that the obligated entity “shall take other measures with regard to the nature of the obligated entity, its activities and its own risk assessment”.

In accordance with this provision, the Bank, as part of the extended verifications it applies to its corporate clients, identifies several additional indicators for the proper assessment of risk. One of these is the breakdown of ownership structures exceeding the 10% threshold and information on the place of birth of persons appearing in the client's ownership structure.

Intermediate shareholder / first shareholder

In the case of legal entities, the bank also obtains information about the client's ownership structure – its intermediate shareholders, including their percentage shares.

An intermediate shareholder is a legal entity that owns or controls more than 25% of the shares in the ownership structure between the client and its beneficial owner.

For these legal entities, the bank is required to identify the following information:

  • Name of legal entity
  • Identification number or similar number assigned abroad
  • Address of the registered office

In addition to the above, the Bank also records the following information on the first intermediate shareholders: statutory representatives (natural persons): name, surname, date of birth, place of birth, country of birth, gender and citizenship.

Politically exposed persons (PEP)

A politically exposed person shall mean:

a) a natural person who holds or has held a significant public office of national or regional importance, such as head of state, prime minister, head of a central government authority and his or her deputy (deputy minister, state secretary), member of parliament, member of the governing body of a political party, head of a local government, judge of the Supreme Court, Constitutional Court or other supreme judicial body whose decisions are generally not subject to appeal, member of the central bank's board, a high-ranking officer of the armed forces or corps, a member or representative of a member, if the member is a legal entity, a statutory body of a state-controlled commercial corporation, an ambassador or head of a diplomatic mission, or a natural person who performs or has performed a similar function in another state, in a body of the European Union or in an international organisation;

b) a natural entity who is:

  • A person close to the person referred to in point (a),
  • A partner or beneficial owner of the same legal entity, trust fund or other legal arrangement without legal personality as the person referred to in point (a), or is known to the Bank to be in any other close business relationship with the person referred to in point (a), or
  • The beneficial owner of a legal entity, trust or other legal arrangement without legal personality, which the Bank knows has been created for the benefit of the person referred to in point (a).

Origin of assets and funds

The Bank is authorised to obtain information from clients about the origin of their assets and funds.

  • Origin of assets = indicates the origin of the client's total assets/wealth and their volume – this can be documented, for example, by financial statements, annual reports, merger/acquisition documents.
  • Origin of funds = documents the specific origin of the funds used in a given transaction, e.g., business, company profits, dividends, etc.

Documents to download and links to the Acts

General Business Terms and Conditions (PDF)

Client identification – Identification obligation – law 

(1) The obligated entity shall identify the client at the latest when it becomes apparent that the value of the transaction will exceed EUR 1,000, unless otherwise provided by this Act.

(2) Regardless of the limit set out in par. 1, the obligated entity shall also always identify the customer in relation to:

a) suspicious transaction,

b) establishment of a business relationship,

c) purchase or acceptance of cultural monuments, items of cultural value, used goods or goods without proof of acquisition for the purpose of brokering their sale or accepting items as collateral, or

d) payment of the balance of a cancelled deposit from a passbook to the bearer.

(3) The obligated person shall identify the person who is not the policyholder and is entitled to benefits under the life insurance policy, no later than at the time of payment of the insurance benefit.

(4) The obligated entity for individual types of transactions provided by it that are not covered by par. 2 shall determine, on the basis of a risk assessment pursuant to Section 21a, the value of a transaction at which it shall always identify the client. This value may not exceed the amount specified in par. 1.

 

Client verification - law

(2) Client verification includes:

a) obtaining and evaluating information about the purpose and intended nature of the transaction or business relationship and information about the nature of the client's business,

b) identifying the beneficial owner and taking measures to verify their identity from reliable sources, with the proviso that if the client is subject to the obligation to be entered in the register of beneficial owners or a similar register, the obligated entity shall always verify the beneficial owner at least from this register or a similar register and one additional source, and determining whether the beneficial owner is a politically exposed person or a person against whom the Czech Republic applies international sanctions pursuant to the Act on the Implementation of International Sanctions,

c) in case of a legal entity or trust fund as the client, determining the ownership and management structure of the client and determining whether any person in this structure is a person against whom the Czech Republic has imposed international sanctions pursuant to the Act on the Implementation of International Sanctions,

d) ongoing monitoring of the business relationship, including reviewing transactions carried out during the relationship to determine whether the transactions are consistent with what is known about the client and their business and risk profile,

e) reviewing the sources of funds or other assets related to the transaction or business relationship, and

f) within the framework of a business relationship with a politically exposed person, also reasonable measures to determine the origin of their assets.


Failure to execute a transaction – law

(1) The obligated entity shall refuse to carry out a transaction or establish a business relationship or, unless excluded by a special legal regulation, shall terminate the business relationship if there is an obligation to identify or verify the client and

a) the client

  1. refuses to identify himself,
  2. refuses to provide proof of authorisation pursuant to Section 8(6) or Section 11(7), or
  3. fails to provide the necessary cooperation during inspections,

b) for another reason, it is not possible to identify or verify the client, or

c) if the person performing the identification or verification has doubts about the accuracy of the information provided by the client or the authenticity of the documents presented.

(2) The obligated entity shall not conduct business with a politically exposed person, even within the framework of a business relationship if it does not know the origin of the funds or other assets used in the transaction.

 

Beneficial owner – law

Section 2 For the purposes of this Act, the following definitions apply:

a) foreign trust fund: a trust fund or an entity similar in structure or function governed by the law of another state,

b) legal arrangement of a trust fund or foreign trust fund,

c) final beneficiary: a person who may, directly or indirectly through another person or legal arrangement, have a significant share of the total economic benefit arising from the activities or liquidation of a legal entity or arising from the administration or dissolution of a legal arrangement ("benefit"), and who does not pass on this benefit,

d) person with ultimate influence: a person who, without instructions from another, can directly or indirectly exercise decisive influence in a legal entity or on the management of a legal arrangement,

e) beneficial owner: any natural person who is the final beneficiary or the person with ultimate influence,

f) relationship structure: relationships through which the final beneficiary may indirectly benefit or through which the person with final influence may indirectly exercise influence, including ownership and control structures,

g) chaining: the possibility of indirectly obtaining benefits or indirectly exercising ultimate influence through a series of interconnected persons or legal arrangements or a series of interconnected relationships,

h) branching: the possibility of obtaining benefits or exercising ultimate influence through multiple individual chains,

i) a person in senior management: any natural person who ensures the day-to-day or regular management of the activities of a legal entity, such as business management, and who is

  • a member of the statutory body of a legal entity or a person in a similar position, or represents a legal entity in this body, or
  • directly subordinate to the statutory body of a legal entity or a member thereof,

j) registering entity: a legal entity that has a beneficial owner or a trustee or a person in a similar position in a foreign trust (the "trustee") legal arrangement,

k) valid data: data on the beneficial owner in the register of beneficial owners that have not been deleted without replacement or replaced with new data,

l) performance record

  • the first entry of data on the beneficial owner in the register of beneficial owners, or
  • deletion of valid data without compensation or with replacement by new data,

m) automatic transfer: transfer of data or their deletion without replacement or with replacement by new data, kept in a public register pursuant to the law governing public registers of legal entities and natural persons and the registration of trust funds (the "public register"), in the register of trust funds pursuant to the same Act (the "register of trust funds") or in the basic register, in the register of beneficial owners without proceedings through the interconnection of public administration information systems,

n) discrepancies: a situation where valid data or data that has been deleted from the register of beneficial owners without replacement or with replacement by new data does not correspond or did not correspond to the actual state, or a situation where no data is entered in the register of beneficial owners.

Section 3

(1) The final beneficiary of a legal entity is any person who may directly or indirectly obtain more than 25% of the total property benefit generated by the activities or liquidation of the legal entity and does not pass on this benefit; it is assumed that the benefit is not passed on.

(2) The final beneficiary of a business corporation is any person who has a direct or indirect right to a share of the profits, other own resources or liquidation balance of the business corporation (the "share in profits") greater than 25% and does not transfer this share in profits further; it is assumed that the share in profits is not transferred.

(3) For the purposes of calculating the amount of indirect share in benefits, in case of

a) chaining of beneficial interests to which linked persons or legal arrangements are entitled, multiply and

b) branching, the products of the shares in the profit from the individual chains are added together.

Section 4

(1) A person with ultimate influence in a commercial corporation is any natural person who is a controlling person under the law governing the legal relations of commercial corporations.

(2) A person with ultimate influence in a non-commercial corporation and in a housing or social cooperative is considered to be any natural person who is a member of their statutory body.

(3) The fact that a natural person is a person with ultimate influence in a corporation is demonstrated by their direct or indirect share in voting rights, which significantly exceeds the shares in voting rights of other persons, in particular if it exceeds 25%.

(4) For the purposes of calculating the indirect share of voting rights, in case of

a) chaining, the shares of voting rights held by related persons or legal arrangements are multiplied, whereby, with the exception of the share of voting rights in the corporation that is the subject of the calculation, 

  • 100% of the shares in voting rights giving rise to a presumption of control under the law governing the legal relations of commercial corporations and
  • 0% are shares not specified in point 1,

b) branching, the products of the shares of voting rights from individual chains are added together.

 

Enhanced verification - law

Section 9a Enhanced customer identification and verification

(3) In cases of enhanced customer identification and verification, the obligated entity shall, to the extent necessary for effective management of the identified risk beyond the measures applied during customer identification and verification,

f) take other measures taking into account the nature of the obligated entity, its activities and its own risk assessment.

 

Intermediate shareholders – law / decree

ACT No. 253/2008 Coll. of 5 June 2008 on selected measures against the legitimisation of proceeds of crime and Methodological Instruction No. 3 (Identification of beneficial owners by obliged entities) on how the ownership and management structure should be identified is set out in: NATIONAL LEGAL AGENDA | Financial Analytical Office is the Ministry of Finance of the Czech Republic (financnianalytickyurad.cz)

As part of the customer due diligence process in accordance with Section 9(2)(c) of the AML Act, the Bank has a legal obligation to ascertain the ownership and management structure of a legal entity or trust fund (i.e., including similar legal arrangements without legal personality) that is a customer of the Bank. The aim is to determine the transparency of these structures at the client level, i.e., to find out how they are managed, where their funds flow and which natural person manages them or receives the funds, and subsequently to verify whether there is a person in this structure against whom the Czech Republic has imposed international sanctions (Section 8(8) of the AML Act).

This legal obligation must be fulfilled before entering into a business relationship with a client or before executing the first transaction within this business relationship, and the Bank shall update the information obtained during the course of the business relationship at intervals appropriate to the client's risk profile. The Client is obliged to actively notify the Bank of any changes in beneficial owners, including changes in the structure of owners and managing persons.

The management structure is then represented by members of the statutory bodies of the individual legal entities involved in the ownership structure. 

In relation to the fulfilment of obligations under the AML Act, it continues to apply that in normal situations (i.e., in the case of standard customer due diligence), it is sufficient, pursuant to Section 9(3) of the AML Act, to obtain information on the management structure only up to the so-called second level. Therefore, in the case of a client that is a legal entity, it is sufficient to obtain information about all members of the client's statutory bodies (if they are legal entities, then also their statutory bodies) and the statutory bodies of the legal entity immediately above it in the ownership structure. This concerns data on members of the client's statutory body (which the Bank often obtains during the client verification process, as this is identification data pursuant to Section 5(1)(b)(2) of the AML Act – for example, name, surname, address, date of birth and nationality) and legal entities immediately above it in the ownership structure, including statutory bodies [identification data pursuant to Section 5(1)(b)(3) of the AML Act].

 

Origin of assets and funds – Enhanced customer verification – law 

(3) In the case of enhanced customer identification and verification, the obligated entity shall, to the extent necessary for the effective management of the identified risk,

go beyond the measures applied during customer identification and verification

a) obtain further documents or information about

3. the source of the client's funds and other assets and the beneficial owner, 

Section 9 "Client verification" par. 2:

(2) Client verification includes

e) reviewing the sources of funds or other assets related to the transaction or business relationship

UniCredit Bank Czech Republic and Slovakia, a.s. (hereinafter referred to as "Bank") supports and develops a corporate culture characterised by honesty and openness, in which all employees and other associates have the opportunity and the right to freely express opinion and disagreement with unacceptable conduct, without fear of recourse, and when they can be sure of a proper and fair investigation of the announcements made.

The main purpose of this policy and the principles embeded in it is to detect and prevent wrongdoing that could harm the public interest or the mission and reputation of the Bank as well as the UniCredit Group.*
 

*In accordance with Act No. 171/2023 Coll., on the protection of whistleblowers and with Act No. 54/2019 Z. z., on protection of whistleblowers about anti-social activities


Principles

The whistleblower may be any employee and other associate of the Bank (e.g. self-employed, member of the body, shareholder, intern, contractor's employee).

Whistleblowers who suspect that unlawful, unfair, unethical or otherwise harmful conduct has occurred or may occur have the opportunity to report their suspicions without fear of any adverse effects on whistleblowers.

Non-anonymous reports are preferred. Confidentiality about the identity of the person who initiated the complaint is guaranteed.

All reported suspicions of unacceptable behaviour will be assessed fairly, impartially, objectively and will be properly, fairly and confidentially investigated.

In the event of verified merits of a report of unacceptable behaviour, the Bank shall take appropriate measures to correct unacceptable behaviour and avoid reoccurrence.

The rights of those affected by reported suspicions will be respected and protected.

Whistleblower must be genuinely conviced that the information provided is true at the time of submission of the report. Persons knowingly making false reports will not be granted protection.


Extent

These principles apply to any unacceptable behaviour, which is understood to mean any action or failure by the Bank or an employee of the Bank, which could harm the public interest or the mission or reputation of the Bank as well as UniCredit Group. That is unlawful, unfair or unethical conduct in the Bank's business as well as non-compliance with all UniCredit Group rules and regulations.


Rights of Whistleblowers

The Bank guarantees the whistleblower protection from any penalty due to report. The Bank does not tolerate threats and any form of retaliation against the whistleblower or those who cooperated to verify the merits of the complaint.

The bank guarantees the anonymity of the whistleblower unless the whistleblower has given his or her explicit consent to reveal his or her identity or the legislation so requires.

Should the whistleblower be exposed to any disadvantage stemming from the notification, the Bank will provide appropriate assistance to the whistleblower in order to eliminate any negative impact on the whistleblower.

The whistleblower is entitled to information about the outcome of the investigation.


Reporting Procedure

If an employee or other associate of the Bank has a reasonable suspicion of the occurrence of unacceptable conduct, or the occurrence of such conduct is likely in the future, and does not wish or cannot address such suspicion along the management line, the whistleblower has the option to approach the Compliance Unit manager(s) with suspicion or, if the notification relates to that person, also to the Internal Audit Service manager(s). Should the unacceptable behaviour concern the aforementioned persons, the staff member may report his suspicions directly to the members of the Board of Directors of the Bank.

In order to investigate the reported suspicions thoroughly, the report should contain in particular the following information:

  • a description of perceived unacceptable behaviour with all the material facts known,
  • identification of the people involved, including any witnesses,
  • an indication of the department where the case occurred,
  • supporting documents to support suspicions
  • whether the whistleblower has discussed the matter with other persons and their identification,
  • how the v became aware of the matter,
  • the whistleblower 's name, surname and contact details.

Suspicions may be reported:

The access code is the same for all users. Upon leaving the complaint, the whistleblower will receive a unique code to return to the system, establish compliance feedback, and develop solutions to the complaint.

 

  • in writing by sending to:

                Lucien Strnad
                lucien.strnad@unicreditgroup.cz            
                útvar Compliance, 15C         
                UniCredit Bank Czech Republic and Slovakia, a.s.
                BB Centrum - Filadelfie
                Želetavská 1525/1
                140 92 Praha 4

  • by inserting a writing into the secure "Whistleblowing" box at:

                 UniCredit Bank Czech Republic and Slovakia, a.s.
                 BB Centrum - Filadelfie
                 Želetavská 1525/1
                 140 92 Praha 4
                 15D

  • face-to-face interview at the above address


Investigation of Unacceptable Behaviour

The Compliance Unit manager shall arrange his own investigation in accordance with the rules laid down. All necessary steps shall be taken in the course of the investigation to ensure a fair and unbiased investigation.

The whistleblower shall be notified of receipt of the report within 7 days, unless he requests not to be notified. Nor is he notified if it leads to the disclosure of his identity.

Investigations shall be conducted with due diligence and within a reasonable time (maximum three times 30 days) that the whistleblower is informed of, where possible, while maintaining confidentiality about the whistleblower of unacceptable behaviour as well as the persons affected by the complaint. The outcome of the investigation is a report summarising the course of the investigation and the evidence, drawing conclusions on the extent and seriousness of unacceptable behaviour and recommending appropriate measures to correct unacceptable behaviour and avoid future reoccurrence. The whistleblower shall be informed of the outcome of the investigation within the period mentioned above.

The detailed arrangements for investigating unacceptable behaviour and related aspects of whistleblowing are contained in internal regulation 3220_ER_015 – Reporting obligations to Compliance and whistleblower protection.


External Report

If, for some reason, the whistleblower does not want or cannot use the internal notification system mentioned above, it is also possible to contact:

  1. Ministry of Justice on matters relating to the bank's operations in the Czech Republic: Chci podat oznámení – veřejnost – Oznamovatel (justice.cz)
  2. Office for the protection of whistleblowers in matters relating to the bank's operations in Slovakia: Chcem oznámiť - Úrad na ochranu oznamovateľov (oznamovatelia.sk)
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